Governance/Nominating Committee
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ARTICLE
Delaware Court of Chancery Again Strictly Construes Advance Notice Bylaw to Permit “Untimely” Stockholder Proposal
April 23, 2008
In its second ruling on an advance notice bylaw in as many months, the Delaware Court of Chancery in Levitt Corp. v. Office Depot, Inc. has upheld a stockholder’s right to nominate directors without advance notice, even though Office Depot’s bylaws regulate the conduct of business at stockholders meetings by, among other things, requiring advance notice of stockholder proposals.
ARTICLE
Board Mix: "We Still Have a Long Way to Go"
from the May/June 2008 edition of Corporate Board Member
White men maintained their domination of Fortune 100 boardrooms in 2006, with 872 of 1,219 seats, about the same mix as the previous year. But a study of board composition at those companies shows something of a struggle for second place among the remaining 30% of directors.
ARTICLE
Corporate Governance Update: Advice for Directors in Complicated Times
March 28, 2008
If there is one thing that market participants know for certain these days, it is that no one can predict accurately what will happen next. Forecasts range from dire to optimistic, and unexpected events make headlines almost every week. Seemingly solid financial institutions have been publicly shaken by unforeseen market conditions; merger and acquisition transactions that appeared certain to be completed have fallen apart. In the current period of volatility, directors may be surprised at how quickly a company’s fortunes can change and they may find themselves in a difficult situation through no fault of their own.
WEBCAST
What's the Next Big Challenge Boards Need to Address?
from the Board Governance Series
Our esteemed panel of governance experts offers opinions on the most critical challenges facing boards in the near term.
UPCOMING EVENT
Annual Boardroom Summit
October 14-15, 2008
The conference will feature general sessions, breakouts, and discussion groups that cover important governance issues facing all public companies today; committee workshops broken down into "101" and "advanced" levels; and invaluable networking opportunities. Speakers will include key governance influencers and fellow Fortune 1,000 CEOs and directors.
